Ecos India Mobility & Hospitality Ltd Management Discussions

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our Restated Consolidated Financial Statements on page 208.

Our Companys financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references to a particular fiscal year are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial information for the Fiscal 2024, 2023 and 2022, included herein is based on or derived from our Restated Consolidated Financial Statements included in this Red Herring Prospectus. For further information, see "Restated Consolidated Financial Statements" beginning on page 208. Additionally, please refer to "Definitions and Abbreviations" on page 1 for certain terms used in this section. The Restated Consolidated Financial Statements is based on our audited financial statements and is restated in accordance with the Companies Act, 2013, and the SEBIICDR Regulations. Our audited financial statements are prepared in accordance with Indian Accounting Standards, which differs in certain material respects with IFRS and U.S. GAAP.

This Red Herring Prospectus also contains certain forward-looking statements that involve risks, assumptions, estimates and uncertainties. Our actual results could differ from those anticipated in these forward- looking statements as a result of certain factors, including the considerations described below and elsewhere in this Red Herring Prospectus. See "Forward-Looking Statements" on page 22.

Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled "Analysis of Corporate Mobility Market in India " dated August 9, 2024 (the "F&S Report", and the date of the F&S Report, the "Report Date") which is exclusively prepared for the purpose of the Offer and issued by Frost & Sullivan ("Frost & Sullivan ") and is exclusively commissioned for an agreed fee and paid for by the Company in connection with the Offer. F&S was appointed on December 11, 2023, pursuant to an engagement letter entered into with our Company. F&S is not related in any other manner to our Company. The data included herein includes excerpts from the F&S Report and may have been reordered by us for the purposes ofpresentation. Further, the F&S Report was prepared on the basis of information as ofspecific dates and opinions in the F&S Report may be based on estimates, projections, forecasts and assumptions that may be as of such dates. F&S has prepared this study in an independent and objective manner, and it has taken all reasonable care to ensure its accuracy and has further advised that it has taken due care and caution in preparing the F&S Report based on the information obtained by itfrom sources which it considers reliable. Unless otherwise indicated, financial, operational, industry and other related information derived from the F&S Report and included herein with respect to any particular year refers to such information for the relevant financial year. A copy of the F&S Report is available on the website of our Company from the date of the Red Herring Prospectus until the Bid/ Offer Closing Date. Further, the F&S Report is not a recommendation to invest or disinvest in any company covered in the report. Prospective investors are advised not to unduly rely on the F&S Report. The views expressed in the F&S Report are that of F&S. For more information and risks in relation to commissioned reports, see "Risk Factors - 55. Certain sections of this Red Herring Prospectus contain information from the F&S Report which we commissioned and purchased and any reliance on such information for making an investment decision in the Offer is subject to inherent risks " on page 51. Also see, "Certain Conventions, Presentation ofFinancial, Industry and Market Data - Industry and Market Data " on page 20.

OVERVIEW

We are the largest and most profitable chauffeur driven mobility provider to corporates in India, in terms of revenue from operations and profit after tax for Fiscal 2023 (Source: F&S Report). We are primarily engaged in the business of providing chauffeured car rentals ("CCR") and employee transportation services ("ETS") and have been providing these services to corporate customers, including Fortune 500 companies in India, for more than 25 years. In Fiscal 2024, we provided CCR and ETS to 42 Fortune 500 companies and 60 BSE 500 companies, among others, in India. The CCR segment is a B2B2C business, where our customers are corporate companies, and the end consumer is an employee, client, guest or visitor of these corporate companies. Through our ETS segment, we offer customers with solutions to manage their employee home-office-home ground transportation. As of March 31, 2024, we have a pan-India presence in 109 cities through our own vehicles and vendors, spread across 21 states and four union territories in India which underscores our deep rooted and extensive footprint and demonstrates our penetration into diverse regions across India. Our operations in 97 cities in India are conducted through vendors. In Fiscal 2024, we serviced the CCR and ETS requirements of more than 1,100 organisations in India. In Fiscal 2024, through our CCR and ETS segments, we have completed more than 3,100,000 trips averaging at more than 8,400 trips in a day. We also address the global car rental requirements of our corporate customers, through our global network of vendors with our capability of providing CCR services in over 30 countries. We also provide cars of self-drive basis in the cities of Delhi, Gurugram, Mumbai and Bengaluru. We have also provided self-drive cars outside India through vendors.

We operate a fleet of more than 12,000 economy to luxury cars, mini vans and luxury coaches. We also provide specialty vehicles such as luggage vans, limousines, vintage cars and vehicles for accessible transportation for people with disabilities. We have increased our focus on premium vehicles due to increasing customer preference for premium vehicles and the number of CCR bookings for premium vehicles in our fleet has increased from 60,979 bookings, constituting 28.53% of our CCR bookings in Fiscal 2022 to 168,261 bookings constituting 35.46% of our bookings in Fiscal 2024. We operate our fleet of vehicles on an asset light model, where we strive to keep the number of the vehicles which we own in our fleet significantly lower than the vehicles which are sourced from our vendors. The table below sets out the details of our fleet as of March 31, 2024, March 31, 2023 and March 31, 2022:

Fleet	As of March 31, 2024		As of March 31, 2023		As of March 31, 2022
	Number of vehicles	As a percentage of our total fleet size	Number of vehicles	As a percentage of our total fleet size	Number of vehicles	As a percentage of our total fleet size
Vehicles owned	750	5.81%	823	10.53%	598	13.52%
Vehicles operated through vendors	12,166	94.19%	6,991	89.47%	3,825	86.48%

Our customers benefit from our dual offerings of CCR and ETS, as these segments together provide a comprehensive solution for their corporate transportation requirements. By catering to the corporate transportation requirements of our corporate customers, our two business segments create a synergy by offering our corporate customers a seamless transportation experience and by providing us with an opportunity to cross-sell our services to our customers in each segment. Our CCR and ETS generate significant benefits from targeting two distinctive segments but sharing the same systems and administrative infrastructure.

In Fiscal 2024, Fiscal 2023 and Fiscal 2022, our revenue from operations was Rs.5,544.11 million, Rs.4,226.76 million and Rs.1,473.44 million, respectively. Our profit after tax for the same period was Rs.625.31 million, Rs.435.91 million and Rs.98.71 million, respectively. Set out below is the split of revenue from operations, and such revenue as a percentage of revenue from operations, for the respective period, in terms of each of our business verticals:

Business	Fiscal 2024		Fiscal 2023		Fiscal 2022
Divisions	In Rs. million	As a percentage of total revenue from operations (%)	In Rs. million	As a percentage of total revenue from operations (%)	In Rs. million	As a percentage of total revenue from operations (%)
CCR	2,400.22	43.29%	2,163.71	51.19%	845.31	57.37%
ETS	3,032.96	54.71%	1,948.13	46.09%	571.05	38.76%
Total (A)	5,433.18	98.00%	4,111.80	97.28%	1,416.35	96.13%
Others (B)*	110.93	2.00%	114.92	2.72%	57.08	3.87%
Total (A+B)	5,544.11	100.00%	4,226.76	100.00%	1,473.44	100.00%

* Others include revenue from sale of traded goods, event management income and commission, and business support income.

We have been focussed on the integration of technology in our services and have created a custom online booking tool for some of our customers. We have also integrated our API with the travel desk platforms of our customers, to enable them to manage their CCR requirements. An outsourced technology team has developed a chauffeurs mobile application and a customer mobile application, which is enabled with various features allowing the end customer to monitor various aspects of a trip including booking management, route information and safety features. The outsourced technology team has also developed RentNet, our backend central transport management system which handles reservations, operations, car tracking, incident management, billing, vendor payment, car maintenance and various management information systems. The integration of technology with the travel desks of our customers allows our customers to conveniently control their corporate travel requirements from an integrated system. We believe that our focus on technology has enabled us to better manage our service offerings and improve operating efficiencies by integrating our service functions and ensuring accuracy, reliability, transparency and swiftness in our operations. We provide ETS in 10 cities in India. The number of Indian cities where we provided our CCR services has grown from 89 in Fiscal 2021 to 94 in Fiscal 2024. We have the capability of offering services through vendors operating out of 109 cities in India. The map below sets out our presence through our offices in India as well as the locations in which we provide our CCR services as on March 31, 2024.

We provide our services to our customers operating in a range of industries including information technology, business process outsourcing, consultancy, healthcare, e-commerce, pharmaceutical, legal and manufacturing including InterGlobe Aviation Limited (Indigo), HCL Corporation Private Limited, Safexpress Private Limited, Deloitte Consulting India Private Limited, Urbanclap Technologies Private Limited (Urban Company), IndusInd Bank Limited, Foresight Group Services Limited FZCO, HDFC Life Insurance Company Limited, Thomas Cook, India, Grant Thornton Bharat LLP, WM Global Technology Services India Private Limited (Walmart Global Tech), VRB Consumer Products Private Limited, Pinkerton Corporate Risk Management Private Limited, MedGenome Labs Limited, Dreamfolks Services Limited, Mercer Consulting(I) Private Limited, FNF India Private Limited (Fidelity), exl Service.com (India) Private Limited, Gujarat Guardian Limited and VA Tech Wabag Limited. In the financial year ended Fiscal 2024, Fiscal 2023 and Fiscal 2022 we provided ETS and CCR services to 773, 756 and 579 corporate customers, respectively.

The table below sets out our revenue generated from customers with whom we have had a relationship of more than five years in Fiscal 2024, Fiscal 2023 and Fiscal 2022:

Particulars	Fiscal 2024		Fiscal 2023		Fiscal 2022
	In Rs. million	As a percentage of total revenue from operations (%)	In Rs. million	As a percentage of total revenue from operations (%)	In Rs. million	As a percentage of total revenue from operations (%)
Customers with whom we have had a relationship of more than five years	3,168.01	57.14%	2,312.57	54.71%	561.19	38.09%

Our Company has a management team with industry experience. Our Promoters, Rajesh Loomba and Aditya Loomba have a combined experience of more than 50 years in the chauffeur driven mobility provider industry. Our Board of Directors include a combination of management executives and Directors who bring in significant business and management expertise. We believe that the combination of our experienced Board of Directors, our dynamic management team and our employees positions us well to capitalize on future growth opportunities in the chauffeur driven mobility provider industry.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATION

The results of our operations and our financial conditions are affected by numerous factors and uncertainties, many of which may be beyond our control, including as discussed in " Our Business" and "Risk Factors ", beginning on pages 134 and 24. Set forth below is a discussion of certain factors that we believe may be expected to have a significant effect on our financial condition and results of operations:

Relationship with our customers and dependence on certain industries.

We have, through two and a half decades of business operations, established long-term relationships with customers across industries which we cater to. We provide our services to our customers operating in a range of industries including information technology, business process outsourcing, consultancy, healthcare, e-commerce, pharmaceutical, legal and manufacturing. We believe that our ability to address the transportation requirements of our customers over long periods, our dedicated service and our operational excellence and processes to ensure high quality levels has enabled us to acquire new customers. As result, we have a history of high customer retention and have been providing our services to certain customers for over a decade. Such long-term association with our customers offers us significant competitive advantages such as revenue visibility, industry goodwill and a deep understanding of the requirements of our customers. The customers with who we share a long-standing relationship also contribute significantly to our revenue. In the Fiscal 2024, Fiscal 2023 and Fiscal 2022, our revenue generated from customers with whom we have had a relationship of more than five years amounted to Rs.3,168.01 million, Rs.2,312.57 million and Rs.561.19 million, respectively, which contributed 57.14%, 54.71% and 38.09% to our revenue from operations from the respective period. Further, in Fiscal 2024, Fiscal 2023 and Fiscal 2022, we generated Rs.4,975.64 million, Rs.3,597.34 million and Rs.1,227.41 million, respectively from our retained customers, which amounted to 89.75%, 85.11% and 83.30% of our revenue from operations from the respective periods.

Our long-standing relationship with customers also offers an opportunity to cross sell our services to customers who are currently not availing such additional services. In Fiscal 2024, Fiscal 2023 and Fiscal 2022, 72.45%, 63.33% and 62.00% of our ETS customers also availed our CCR services. Such cross selling of services reduces our marketing cost and cost of customer acquisition.

We derive a significant part of our revenue from major customers and expect to continue to be reliant on our major customers for the foreseeable future. Accordingly, any failure to retain these customers and/or negotiate and execute contracts with such customers on terms that are commercially viable, could adversely affect our business. In addition, any defaults or delays in payments by a major customer may have an adverse effect on business. Our reliance on a select group of customers may also constrain our ability to negotiate our arrangements.

Our business is heavily dependent on any growth or downturn in the global capability centres (" GCC"). Accordingly, our business is equally dependent our ability to retain these customers and/or negotiate and execute contracts with such customers on terms that are commercially viable. The financial condition of our major customers also has an impact on our business as it effects their ability to make timely payments. Factors adversely affecting this sector in general, or any of our customers in particular, could have a cascading adverse effect on our business.

Failure to meet high quality standards and stringent performance requirements of our customers.

We are primarily engaged in the business of providing chauffeured car rentals ("CCR") and employee transportation services ("ETS"). Given the nature of services we offer, we are measured against, high quality service standards and stringent specifications of our customers, provided through the agreements, statements of work and the quality standards forming part of the agreements which we enter into with our customers. Our agreements with our corporate customers set out various standards which we are required to meet including the maximum age of a vehicle and maximum distance travelled by a vehicle, availability of first aid box and other safety equipment such as fire extinguishers and tool kits, adherence to cleanliness, having valid statutory documents such as instate permits, pollution under control certificates, registration certificate and vehicle fitness certificate, providing a replacement vehicle in case of breakdowns and adherence to traffic rules. To meet our customers expectations, we undertake certain quality checks and trainings of drivers and chauffeurs, the appointment of an account manager for every customer and quick resolution of issues due to our 24x7 customer support services, among others. We ensure checks on all our vehicles for cleanliness, uniform, roadworthiness and statutory compliances. Our compliance team conducts routine vehicle maintenance and documentation. Some of our customers require background verification to be carried out for each of the drivers and chauffeurs, we have engaged third party agencies to conduct background checks on our drivers and chauffeurs before any person is deployed in such a role. We pride ourselves on the quality of our service.

Our customers maintain a performance tracker wherein we are evaluated on various parameters including compliance of our vehicles with necessary documentation, reporting on vehicles on time, police verification and background check of the drivers, behavioural issues reported in connection with the driver and number of rash driving instances reported. If our performance under the agreements with customers does not meet the standards prescribed by our customers, our customers are entitled to reduce the business committed by the customers or in some instances terminate the agreement. Further, if our customers or their employees perceive or experience a reduction in our hospitality standards, service it may affect the demand of our services.

In order to check compliance with the specifications and quality standards, our customers are entitled to conduct audits and check the condition of the drivers and vehicles as and when deemed necessary. If we fail to adhere to these pre-approved standards, including non-reporting of the driver, delayed reporting of a vehicle, breakdown of vehicle and non-replacement, incorrect billing, delay in invoicing, driver being under the influence of alcohol, drugs or being sick, rash driving or accident, vehicle carrying an unauthorised passenger, invalid vehicle documents such as permits and certifications, defects in the vehicle, non-functioning of air conditioning and non-availability of safety equipment such as first aid kits and tool kits, we are liable to

pay penalties or liquidated damages to our customers which range from Rs.100 for a cleanliness violation to 100% waiver of the invoice for not having required statutory documents or rash and negligent driving. We are also typically required to indemnify our customers from all actions, damages, claims, costs, expenses and losses incurred due to accidents and damages during the course of travel. Under certain of our customer agreements we are also required to insure the employees of our customers travelling in our vehicles for the risk of damage and loss due to accidents, strikes, riots and disturbances of any kind, in addition to automobile insurance, insurance for chauffeurs and third-party insurance. Any deterioration in the standards of the quality of our services which are not in accordance with the prescribed terms by our customers, may lead to negative publicity, loss reputation and loss of customers, or legal claims.

Dependence on our relationship with our vendors and chauffeurs

Our vendors provide us with vehicles, drivers and chauffeurs which we utilise for our operations. We typically enter into long term agreements with our vendors. We operate our fleet of vehicles on an asset light model, where we strive to keep the number of the vehicles which we own in our fleet significantly lower than the vehicles which are sourced from our vendors, hence we are significantly dependent on our vendors. The table below sets out the number of vehicles which we have obtained from our vendors in Fiscal 2024, Fiscal 2023 and Fiscal 2022, together with the percentage of such vehicles as a percentage of our total fleet size, for the respective period:

Fiscal 2024		Fiscal 2023		Fiscal 2022
Number of vehicles sourced from vendors	As a percentage of our total fleet size (%)	Number of vehicles sourced from vendors	As a percentage of our total fleet size (%)	Number of vehicles sourced from vendors	As a percentage of our total fleet size (%)
12,166	94.19%	6,991	89.47%	3,825	86.48%

Our vendors are responsible for the maintenance of the fleet, the drivers and chauffeurs employed including their background verification, their conduct and compensation and the availability of replacement cars in case of damage or accidents.

We believe our long-standing relationships with our vendors are attributed to timely payments, rewards and recognitions in terms of incentives, regular business from our customers and the opportunity to work with a good customer profile. Further, our focus on technological advancement has enabled us to better manage our service offerings and improve operating efficiencies by integrating our service functions through applications for chauffeurs which helps chauffeurs with booking management, trip and route information. It ensures accuracy, reliability and swiftness in our operations.

While we enter into long term agreements governing our relationship with our vendors, we do not enter into any exclusive arrangements with our vendors and our current arrangements may not remain in effect, or on similar terms, or at all, as our vendor agreements may be mutually terminated by either party at any given time without reason. We are also dependent on our vendors for our geographical reach across India and the world, if we fail to maintain our relationship with our vendors, we will lose out on business from various locations across India and the world. Our vendors may make their cars unavailable to us and enter into exclusive arrangements with our competitors due to a more attractive offer being advanced. Our vendors could also potentially shut down or cease their business operations due to factors beyond our control. Any adverse change in our relationships with our major vendors, including the complete withdrawal of their cars by them or their inability to fulfil payment obligations to us in a timely manner, or inability to renew our contract on favourable terms, could either reduce the number of vehicles and the nature of vehicles that we may be able to offer, or in the event of a termination of a relationship result in the complete withdrawal of the vehicles of a particular vendor from our services..

We rely on our employees and contracted chauffeurs to carry out our operations and services. We are exposed to many types of operational risks, including the risk of misconduct by our employees and contracted chauffeurs. A majority of our business depends on the interaction of our employees and contracted chauffeurs with our customers. Although we provide periodic training to our employees and contracted chauffeurs, it is not always possible to detect or deter such misconduct, and the precautions we take to prevent and detect such misconduct may not be effective. In addition, employee misconduct or negligence, or misconduct or negligence by chauffeurs supplied by our vendors could result in incidents/accidents, which may adversely affect our results of operations. Our employees may also commit errors that could subject us to regulatory actions, claims and proceedings. In such cases, our reputation, business prospects, results of operations and financial condition could be adversely affected. Although we administer certain qualification processes for chauffeurs, including background checks on chauffeurs through third-party service providers, requiring our chauffeurs (either hired directly or deputed through vendors) to obtain police verification from the local police stations, installation of GPS and panic buttons in each vehicle for tracking and safety, these safety measures may not be adequate. If anyone engages in criminal activity, misconduct, or inappropriate conduct or use our vehicles as a conduit for criminal activity, customers may not consider our services and offerings safe, and we may receive negative publicity as a result of our business relationship with such drivers. If inappropriate, or negative incidents occur due to the conduct of customers, drivers or third parties, our ability to attract customers may be harmed, and our brand and reputation may be harmed.

As on Fiscal 2024, Fiscal 2023 and Fiscal 2022 for our owned fleet, we had 750, 823 and 598 chauffeurs, respectively engaged as employees or independent contracted chauffeurs or contracted through our third party contractors and vendors.

Geographical presence

As of March 31, 2024, our CCR and ETS services are offered to our customers through our vendors operating out of 109 cities and 10 cities, respectively, in India. Our offices are strategically located out of the cities of Bengaluru, Gurugram, Mumbai, Hyderabad, New Delhi, Pune, Noida, Chennai, Kolkata, Ahmedabad, Jaipur, Coimbatore, Rohtak and Lucknow. We generate a significant percentage of our revenue from operations from customers in tier-I cities in India from where we operate. As a result, our geographic concentration, our business and financial results are susceptible to economic, social, weather, and regulatory conditions or other circumstances in each of these cities. An increased competition, the tightening of credit markets, reduced business travel and tourism, decreased consumption, and volatile fuel prices or any other developments including natural disasters, political unrest, disruption or sustained economic downturn or regulatory obstacles in any of these tier-I cities would adversely affect our business, financial condition, and operating results to a much greater degree than would the occurrence of such events in other areas. Our pan-India presence enables us to service the requirements of our customers across the country. It also enables us to accelerate our expansion in cities where we have a presence if the demand from our customers arises.

Tier-II and tier-III cities are emerging as trade, commerce, and technology hubs, as India prioritizes inclusive and equitable socioeconomic development (Source: F&S Report). As per the F&S Report, the growing prevalence of remote working, and competitive operating costs are some of the primary reasons enabling this development. As Indias start-up ecosystem continues to transform, tier-II and tier-III cities are also emerging as front-runners to growth and innovation (Source: F&S Report). The expansion of digital and physical infrastructural facilities, availability of government policies, and a growing talent pool are the key factors contributing to the promotion of the start-up ecosystem within Indias tier-II and tier-III cities. These factors will attract bigger corporates to expand into tier-II and tier-III cities creating demand for corporate mobility in these areas. (Source: F&S Report) To meet this surge in travel demand, niche sub-segments within the corporate mobility such as ETS for home office pickups and drops and CCR services for local and outstation visitors will witness an increase. (Source: F&S Report) To capitalise on this surge in demand for corporate mobility, we are focussed on deepening our footprint in the major cities in India by increasing our parking hubs and supply of vehicles from vendors and expanding our presence in tier-II and tier-III cities in India and have increased our presence in tier-II and tier-III cities.

We have a global network of vendors through whom we have the capability of providing services in over 30 countries including USA, United Kingdom, France, Italy, Spain, Sweden, Denmark, Japan, China and Singapore through which we have the capability of providing CCR to our customers in these countries.

Increase in price of new vehicles, increasedfleets costs, fuel costs and other variable operational expenses.

We are a part of the chauffeur driven mobility industry. Our profitability depends upon our ability to provide a wide range of fleet on commercially favourable terms. Our fleet mix is optimized to cater to the requirements of various customer segments in our business. Our fleet of vehicles includes luxury vehicles, multi utility vehicles, buses and vans and sedans. We intend to expand and increase our fleet size in order to expand and grow our business operations. In order to do so, we must expand and upgrade our fleet and acquire such vehicles, on commercially favourable terms which will consequently increase operating and maintenance costs due to the aging of the fleet. The increase in the prices of new vehicles would result in additional expenses to acquire these vehicles and may also incur increased depreciation expenses. Effective management of our fleet and additional costs may help avoid financial strain as the size of our fleet increases. However, an increase in the size of our fleet without commensurate increase in customers may also adversely affect our results of operations.

Our profitability is significantly impacted by our operational expenses. These expenses generally vary with the distance travelled by our fleet, fleet age, efficiency and other factors, many of which may be beyond our control. Fuel costs represent a significant proportion of our operating expenses, and any changes in fuel costs, shortages or supply disruptions may have a significant impact on our business operations and results of operations. For the Financial Year ended Fiscal 2024, Fiscal 2023 and Fiscal 2022 and our fuel expense was Rs. 153.33 million, Rs. 71.20 million and Rs.19.53 million, respectively, constituting 3.16%,1.94% and 1.41% respectively, of our total expenses for such periods. The cost of fuel has fluctuated significantly in recent periods due to various factors beyond our control, including international prices of crude oil and petroleum products, global and regional demand and supply conditions, geopolitical uncertainties, import cost of crude oil, government policies and regulations and the availability of alternative fuels. We have historically been able to pass a significant portion of long-term increases in fuel prices and related taxes on to our customers in the form of increases in our base freight rate. However, we may not be able to pass on the increased cost of fuel to our customers partially or at all.

Competition

The chauffeur driven mobility industry is heavily influenced by the overall economic conditions of a country or region. When the economy is strong, people and corporates are more likely to travel for business or leisure, leading to increased demand for chauffeured car rentals. Conversely, during an economic downturn, people and corporates may cut back on travel, resulting in lower demand for chauffeured car rentals. Regulatory changes like simplified licensing for taxis and bike-sharing platforms could further impact growth. (Source: F&S Report) Technology also plays a crucial role, with mobile apps streamlining booking and payment processes. (Source: F&S Report) India is poised to lead the global corporate mobility market in terms of growth, with a projected CAGR of 10.7% from CY 2023 to CY 2030. Indias robust economic growth and rising disposable incomes are key drivers of the B2C mobility market. (Source: F&S Report)

We compete with large corporations to small, local businesses, including both the organised and unorganised sectors. The corporate mobility market is fragmented with numerous small, localized players, leading to inconsistencies in service quality, scalability challenges, and limited bargaining power with corporate clients. (Source: F&S Report)

Further, we face competition from other mobility solutions like public transportation, ride-hailing, self-drive car rental etc. (Source: F&S Report) The emergence of bike-sharing and e-rickshaws further adds to the competitive landscape. (Source: F&S Report) We believe that our ability to compete effectively is primarily dependent on ensuring consistent service quality and timely services at competitive prices, availability of specific vehicles that comprehensively meet a variety of customers needs, thereby strengthening our brand over the years. We also believe that passenger mobility solutions evolve with demand, customer needs and government initiatives.

SIGNIFICANT ACCOUNTING POLICIES

Set forth below is a summary of our most significant accounting policies adopted in preparation of the Restated Consolidated Summary Statements- Information about significant areas of estimation /uncertainty and judgements in applying accounting policies that have the most significant effect on the consolidated financial statements are as follows:

Information about significant areas of estimation /uncertainty and judgements in applying accounting policies that have the most significant effect on the consolidated financial statements are as follows: -

Impairment of financial assets

The Group determines the allowance for credit losses based on policy for expected loss provision based on experiential realisations, current and estimated future economic conditions. The Group considered current and anticipated future economic conditions relating to industries the Group deals with and the countries where it operates.

Property, plant and equipment

Property, plant and equipment represent a significant proportion of the asset base of the group. The useful lives and residual values of property, plant and equipment are determined by the management based on technical assessment by internal team and external advisor. The charge in respect of periodic depreciation is derived after determining an estimate of an assets expected useful life and the expected residual value at the end of its life. The Group believes that the useful life best represents the period over which the Group expects to use these assets.

Contingent liabilities

Management judgment is required for estimating the possible outflow of resources, if any, in respect of contingencies/claim/litigations against the Group as it is not possible to predict the outcome of pending matters with accuracy.

Income Taxes

Management judgment is required for the calculation of provision for income taxes and deferred tax assets and liabilities. The management of Holding Company reviews at each balance sheet date the carrying amount of deferred tax assets. The factors used in estimates may differ from actual outcome which could lead to significant adjustment to the amounts reported in the Restated Consolidated Financial Statements.

Leases

Judgment required to ascertain lease classification, lease term, incremental borrowing rate, lease and non-lease component and impairment of right of use assets.

Defined benefit plans

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate; future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds where remaining maturity of such bond correspond to expected term of defined benefit obligation.

The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates for the respective countries.

Current versus non- current classification

The Group presents assets and liabilities in the Restated Consolidated Financial Statements of assets and liabilities based on current/ non-current classification. An asset is treated as current when it is:

i. Expected to be realised or intended to be sold or consumed in normal operating cycle

ii. Held primarily for the purpose of trading

iii. It is expected to be realised within twelve months after the reporting period, or

iv. Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current.

All other assets are classified as non-current.

A liability is current when:

i. It is expected to be settled in normal operating cycle

ii. Held primarily for the purpose of trading

iii. It is due to be settled within twelve months after the reporting period, or

iv. There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Group has identified twelve months as its operating cycle.

Foreign currencies

The Groups Restated Consolidated Financial Statements are presented in INR, which is also its functional currency. Functional currency is the currency of the primary economic environment in which the Group operates and is normally the currency in which the Group primarily generates and expends cash.

Foreign currency transactions are recorded at the exchange rate prevailing on the date of transaction. Foreign currency rate fluctuations relating to monetary assets and liabilities are restated at the year-end rates. The net gain or loss arising on restatement/ settlement is recorded in Statement of Profit and Loss.

Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of the transaction. The related revenue and expense are recognized using the same exchange rate.

Fair value measurement

The Group measures financial instruments such as derivatives at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

1. In the principal market for the asset or liability, or

2. In the absence of a principal market, in the most advantageous market for the asset or liability The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participants ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the Restated Consolidated Financial Statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

i. Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

ii. Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

iii. Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognised in the Restated Consolidated Financial Statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

External valuers may be required for valuation of significant assets and liabilities. Involvement of external valuers is decided on the basis of nature of transaction and complexity involved. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained.

At each reporting date, the finance team analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per the Groups accounting policies. For this analysis, the team verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents. A change in fair value of assets and liabilities is also compared with relevant external sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

This note summarises accounting policy for fair value. Other fair value related disclosures are given in the relevant notes.

Property, plant and equipment

An item of property, plant and equipment is recognised as an asset if it is probable that future economic benefits associated with the item will flow to the Group and its cost can be measured reliably. This recognition principle is applied to costs incurred initially to acquire an item of property, plant and equipment and also to costs incurred subsequently to add to, replace part of, or service it. All other repair and maintenance costs, including regular servicing, are recognised in the Statement of Profit and Loss as incurred. Where an item of property, plant and equipment comprises major components having different useful lives, these components are accounted for as separate items.

The cost of property, plant and equipment comprises its purchase price net of any trade discounts and rebates, any import duties and other taxes (other than those subsequently recoverable from the tax authorities), any directly attributable expenditure on making the asset ready for its intended use, other incidental expenses and interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the asset is ready for its intended use. Subsequent expenditure on fixed assets after its purchase / completion is capitalized only if such expenditure results in an increase in the future benefits from such asset beyond its previously assessed standard of performance. The Group depreciates property, plant and equipment over their estimated useful lives using the written down value method. Depreciation methods and useful lives are reviewed periodically at each financial year end. The gain or loss arising on disposal of an item of property, plant and equipment is determined as the difference between sale proceeds and carrying value of such item and is recognised in the Statement of Profit and Loss.

Intangible assets

Design, development and software costs are included in the balance sheet as intangible assets when it is probable that associated future economic benefits would flow to the Group. All other costs on the aforementioned are expensed in the statement of profit and loss as and when incurred. Intangible assets are stated at cost less accumulated amortization and accumulated impairment. The estimated useful life of an identifiable intangible asset is based on a number of factors including the effects of obsolescence, demand, competition, and other economic factors (such as the stability of the industry and known technological advances). Amortization methods and useful lives are reviewed periodically including at each financial year end.

Amortisation method: The Group amortizes intangible assets with a future useful life using the straight-line method over following period:

Class of assets	Useful life
Computer Software	3 years

Intangible asset under development

The Group capitalises intangible asset under development for a project in accordance with the accounting policy. Initial capitalisation of costs is based on managements judgement that technological and economic feasibility is confirmed, usually when a product development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalised, management makes assumptions regarding the expected future cash generation of the project, discount rates to be applied and the expected period of benefits.

Investment property

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.

The cost includes the cost of replacing parts and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of the investment properties are required to be replaced at intervals, the Group depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognised in profit or loss as incurred.

The Group depreciates building component of investment property over 30 years using written down value method from the date of original purchase.

The Group, based on technical assessment made by technical expert and management estimate, depreciates the building over estimated useful lives which are different from the useful life prescribed in Schedule II to the Companies Act, 2013. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

Though the group measures investment properties using cost-based measurement, the fair value of investment properties are disclosed in the notes. Fair values are determined based on an annual evaluation performed by an accredited external independent valuer applying a valuation model recommended by the International Valuation Standards Committee.

Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of derecognition. In determining the amount of consideration from the derecognition of investment properties the Group considers the effects of variable consideration, existence of a significant financing component, non-cash consideration, and consideration payable to the buyer (if any).

Transfers are made to (or from) investment properties only when there is a change in use. Transfers between investment property, owner-occupied property and inventories do not change the carrying amount of the property transferred and they do not change the cost of that property for measurement or disclosure purposes.

Depreciation of property, plant and equipment

Depreciation is provided on the written down value method. The estimated useful life of each asset as prescribed under Schedule II of the Companies Act, 2013 and based on technical assessment of internal experts (after considering the expected usage of the asset, expected physical wear and tear, technical and commercial obsolescence and understanding of past practices and general industry experience) are as depicted below:

Particulars	Estimated useful life (in years)
Furniture & fixtures	10
Computers	3
Office equipment	5
Motor vehicles (for car rental business)	6

The residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Lease hold Improvements are amortised on a straight-line basis over the lease period.

Inventory

Inventories are valued at the lower of cost and net realisable value. However, materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. The comparison of cost and net realizable value is made on an item-by-item basis.

i. Traded goods: cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on weighted average basis.

ii. The provision for inventory obsolescence is assessed regularly based on estimated usage and shelf life of inventory.

Leases

The Groups leased assets primarily consist of leases for office space. The Group assesses whether a contract contains a leas e, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:

i. the contract involves the use of an identified asset

ii. the Group has substantially all of the economic benefits from use of the asset through the period of the lease; and

iii. the Group has the right to direct the use of the asset.

Right of use assets

At the date of commencement of the lease, the Group recognizes a right-of-use asset ("ROU") and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low-value leases, the Group recognizes the lease payments as an operating expense on a straight -line basis over the term of the lease.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflect that the Group exercise a purchase option. The Group applies Ind AS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the accounting policy below on "Impairment of non- financial assets".

Lease liabilities

The lease liability is initially measured at amortized cost at the present value of the future lease payments that are not paid at the commencement date. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the Groups incremental borrowing rates. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset (or in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero) if the Group changes its assessment of whether it will exercise an extension or a termination or a purchase option. The interest cost on lease liability (computed using effective interest method), is expensed in the statement of profit and loss.

Lease liability and right-of-use asset have been separately presented in the Restated Statement of Assets and Liabilities and lease payments have been classified as financing cash flows. The Group has applied a practical expedient wherein the Group has ignored the requirement to separate non- lease components (such as maintenance services) from the lease components. Instead, the Group has accounted for the entire contract as a single lease contract.

Revenue recognition

The Group derives revenue primarily by providing rent-a-cab facility, event management services, sale of traded goods and other related services.

Revenue is recognised either at a point of time or over time, when (or as) the Group satisfies the performance obligation of promised services to customers in an amount that reflects the consideration the Group expects to receive in exchange for those services. Revenue is measured based on the consideration specified in a contract with a customer.

In arrangements for sale of services, the Group has applied the guidance in Ind AS 115, Revenue from contract with customers, by applying the revenue recognition criteria for each distinct performance obligation.

Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration) allocated to that performance obligation. The transaction price of services rendered is net of variable consideration on account of various trade discounts and schemes offered by the Group as part of the contract.

Rent-a-cab services

Revenue comprising rent-a-cab facility given by the Group is recognised when obligations under the terms of a contract with the customer are satisfied; generally, this occurs at a point in time, when control of the promised services is transferred to the customer (including service contract with customer for employee transportation services rendered to corporate customers).

Event management services

Revenues from contract with customers in respect to event management services arises and recognized when services are rendered and the same become chargeable or collectability is certain. These contracts for event services are generally for short term in nature. Revenue is stated net of Goods and Service tax and net of returns, trade allowances and discounts.

Sale of traded goods

Revenue from sale of goods is recognized when the control over the goods has been transferred being when goods are delivered to the customer and customer has accepted the goods in accordance with the sale contract. Sale of goods includes related ancillary services, if any.

Other services

Other related services include referral services, commission and foreclosure charges and incentives. These are recognised at a point of time, when control of the promised services is transferred to the customer as per the terms of the contract with the customer.

Other income

Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time proportion basis, by reference to the principal outstanding and effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that assets net carrying amount on initial recognition.

Dividend income is recognized at the time when right to receive the payment is established, which is generally when the shareholders approve the dividend and it is probable that the economic benefit associate with the dividend will flow to the Group, and the amount of the dividend can be measured reliably.

In respect of others, Group recognized income when the right to receive is established.

Retirement and other employee benefits

Employee benefits include provident fund, employee state insurance scheme, gratuity and compensated absences.

Long-term employee benefits:

Defined contribution plans: The Groups contribution to provident fund and employee state insurance scheme are considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees.

Defined benefit plans: The Goup has Defined Benefit Plan in the form of Gratuity. Liability for Defined Benefit Plans is provided on the basis of valuations, as at the balance sheet date, carried out by an independent actuary. The defined benefit obligation is calculated annually by independent actuary using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using discount rate (interest rates of government bonds) that have terms to maturity approximating to the terms of the gratuity. Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in ‘Other Comprehensive Income (net of taxes) in the statement of changes in equity and in the balance sheet. Net interest is calculated by applying the discount rate to the net defined benefit liability or asset.

The Group presents the first two components of defined benefit costs in profit or loss in the line item ‘Employee Benefits Expense.

Short-term employee benefits:

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised during the year when the employees render the service. These benefits include performance incentive and compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related service. The cost of short-term compensated absences is accounted as under:

i. in case of accumulated compensated absences, when employees render the services that increase their entitlement of future compensated absences; and

ii. in case of non-accumulating compensated absences, when the absences occur.

Taxes

Current income tax

Current tax is the tax payable on the taxable profit for the year. Taxable profit differs from profit before tax as reported in the Statement of Profit and Loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Groups current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period, in accordance with the Income Tax Act, 1961.

Current income tax relating to items recognised outside consolidated financial statements profit and loss is recognised outside consolidated financial statements profit and loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Advance taxes and provisions for current income taxes are presented in the statement of assets and liabilities after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant tax paying units intends to settle the asset and liability on a net basis.

Deferred taxes

Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying values of assets and liabilities and their respective tax bases. Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised, based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority.

Current tax assets and tax liabilities are off set where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

Earnings per share

Basic earnings per share is computed using the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of equity and dilutive equivalent shares outstanding during the period, except where the results would be anti-dilutive.

The number of equity shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for any splits and bonus shares issues including for change effected prior to the approval of the financial Information by the Board of Directors.

Provisions and contingent liabilities

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the prov ision due to the passage of time is recognised as a finance cost.

Contingent liabilities

Contingent liability is a possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one are more uncertain future events not wholly within the control of the Group, or is a present obligation that arises from past event but is not recognised because either it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or a reliable estimate of the amount of the obligation cannot be made. The Group does not recognize a contingent liability but discloses its existence in the consolidated financial statements unless the probability of outflow of resources is remote.

Contingent assets

Contingent assets are not recognized. However, when the realization of income is virtually certain, then the related asset is no longer a contingent asset, but it is recognized as an asset.

Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.

Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through statement of profit and loss are recognised immediately in statement of profit and loss.

Financial assets

All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through statement of profit and loss, transaction costs that are attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market-place (regular way trades) are recognised on the trade date, i.e., the date that the Group commits to purchase or sell the asset.

a. Classification and subsequent measurement:

Debt instruments that meet the following conditions are subsequently measured at amortised cost less impairment loss (except for debt investments that are designated as at fair value through profit or loss on initial recognition) (i) the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Debt instruments that meet the following conditions are subsequently measured at fair value through other comprehensive income (except for debt investments that are designated as at fair value through profit or loss on initial recognition) (i) the asset is held within a business model whose objective is achieved both by collecting contractual cash flows and selling financial assets; and (ii) the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL. Trade receivables, cash and cash equivalents, other bank balances, loans and other financial assets are classified for measurement at amortised cost.

Financial assets at amortised cost are subsequently measured at amortised cost using effective interest method. The effective interest method is a method of calculating the amortised cost of an instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

b. Equity instruments:

The Group subsequently measures all equity investments in scope of Ind AS 109 at fair value, with net changes in fair value recognised in the statement of profit and loss.

c. Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the Groups consolidated financial statements of assets and liabilities) when: i) The rights to receive cash flows from the asset have expired, or ii) The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of the Groups continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

d. Impairment of financial assets

The Group recognises loss allowances using the Expected Credit Loss (ECL) model for the financial assets which are not fair valued through profit and loss. Loss allowance for trade receivables with no significant financing component is measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition, in which case those financial assets are measured at lifetime ECL. The changes (incremental or reversal) in loss allowance computed using ECL model, are recognised as an impairment gain or loss in the statement of profit and loss.

The Group recognises loss allowances for expected credit losses on financial assets measured at amortised cost.

At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit impaired. A financial asset is ‘credit impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit impaired includes the following observable data:

i. significant financial difficulty of the borrower or issuer;

ii. a breach of contract such as a default or past dues;

iii. the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise; - it is probable that the borrower will enter bankruptcy or other financial reorganisation; or

iv. the disappearance of an active market for a security because of financial difficulties.

The Group follows ‘simplified approach for recognition of impairment loss allowance on trade receivables which do not contain a significant financing component. The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime impairment pattern at each balance sheet date, right from its initial recognition.

In all cases, the maximum period considered when estimating expected credit losses is the maximum contractual period over which the Group is exposed to credit risk.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating expected credit losses, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Groups historical experience and informed credit assessment and including forward looking information.

The Group considers a financial asset to be in default when:

i. the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or

ii. the financial asset is more than past due.

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Group determines that the counterparty does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Groups procedures for recovery of amounts due.

Financial liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit and loss, loans and borrowings, payables, as appropriate.

a. Initial recognition and measurement

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Groups financial liabilities include Borrowings, Other Financial Liabilities, Trade Payables and Leases.

b. Subsequent measurement

All financial liabilities are subsequently measured at amortized cost using the effective interest method or at FVTPL. For financial liabilities that are denominated in a foreign currency and are measured at amortized cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortized cost of the instruments and are recognized in ‘Other income. The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured as at FVTPL, the foreign exchange component forms part of the fair value gains or losses and is recognized in profit or loss.

c. Derecognition

The Group derecognizes financial liabilities when, and only when, the Groups obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in statement of profit and loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the statement of assets and liabilities if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

Impairment of non-financial assets

The carrying amounts of assets are reviewed at each balance sheet date. If there is any indication of impairment based on internal / external factors, an impairment loss is recognised, i.e. wherever the carrying amount of an asset exceeds its recoverable amount.

For impairment testing, assets that do not generate independent cash inflows are Compared together into cash-generating units (CGUs). Each CGU represents the smallest Group of assets that generates cash inflows that are largely independent of the cash inflows of other assets or CGUs.

The recoverable amount of a CGU (or an individual asset) is the higher of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU (or the asset).

The Groups corporate assets (e.g., office building for providing support to various CGUs) do not generate independent cash inflows. To determine impairment of a corporate asset, recoverable amount is determined for the CGUs to which the corporate asset belongs.

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its estimated recoverable amount. Impairment losses are recognised in the statement of profit and loss. Impairment loss recognised in respect of a CGU is allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets of the CGU (or group of CGUs) on a pro rata basis.

An impairment loss in respect of assets for which has been recognised in prior periods, the Group reviews at each reporting date whether there is any indication that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. Such a reversal is made only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Borrowing costs

Borrowing costs are expensed in the period in which they occur. Borrowing cost consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

Cash and cash equivalents

Cash and cash equivalent in the statement of assets and liabilities comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts (if any) as they are considered an integral part of the Groups cash management.

CHANGES IN ACCOUNTING POLICIES

There have been no changes in the accounting policies of the Company during the last three Fiscals.

KEY COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS

Set forth below are the key components of our statement of profit and loss from our continuing operations:

Total Income

Our total income comprises (i) revenue from operations; and (ii) other income.

Revenue from Operations

Revenue from operations comprises (i) revenue from contract with customers, which includes sale of services and sale of traded goods; and (ii) other operating revenue, which includes business support income, commission income, customer referral fees and other operational income. Revenue from vendor vehicles is not considered as pass through income.

Sale of Traded Goods

Sale of traded goods comprises of T-shirts, electronic wearables, bottles, mugs, sippers, bags and notepads used by our corporate customers and as souvenirs or gifts for our employees.

CCR

CCR includes the services provided by the company outside India, which are carried out through the companys global network of vendors, the revenue from these operations is billed and received by the Company.

Other Income

Other income primarily comprises interest income and others.

Expenses

Our expenses primarily comprise (i) cost of service; (ii) employee benefit expense; (iii) finance cost; (iv) depreciation and amortisation expense; (v) other expenses.

Cost of service

Cost of service comprises car hire and vehicle operation charges, chauffeur charges, vehicle insurance, parking expenses, road and token tax, event related expenses, business support expenses and GPS expenses.

Purchases of traded goods

Purchases of traded goods comprises expense from purchase of traded foods.

Changes in inventories

Changes in inventories of finished goods, traded goods and work in progress is based on calculating the difference between the closing stock and opening stock.

Employee Benefit Expenses

Employee benefit expense primarily comprises salaries and wages, contribution to provident and other funds, gratuity expenses, leave encashment expenses and staff welfare.

Finance Cost

Finance cost primarily comprise interest paid on car loan, interest on leases and interest- others.

Depreciation and Amortisation Expense

Depreciation and amortisation expense primarily comprise depreciation on property, plant and equipment, depreciation on right of use assets and amortization of intangible assets.

Other Expense

Other expenses comprise expense on audit fee, bank charges, advertisement expenses, communication expenses, CSR expenditure, travelling and conveyance expenses, legal and professional charges, office and housekeeping expenses, payment gateway charges, provision for doubtful debts, printing and stationery, rent, repairs and maintenance, insurance expenses, security expenses, software expenses, uniform and laundry expenses, water and electricity expense, business support expense, rates and taxes, telephone expenses, GST input expensed off and miscellaneous expenses.

Income Tax Expense

Income Tax expense consists of current tax, tax relating to earlier years, deferred tax charge.

RESULTS OF OPERATIONS

The following tables set forth our selected financial data from our restated consolidated statement of profit and loss for Fiscal 2024, Fiscal 2023 and Fiscal 2022, the components of which are also expressed as a percentage of total income for such years:

Particulars	For the year ended March 31
	2024			2023	2022
	In Rs. million	As a percentage of total Income	In Rs. million	As a percentage of total Income	In Rs. million	As a percentage of total Income
I. Income
Revenue from operations	5,544.11	97.57%	4,226.76	99.35%	1,473.44	97.22%
Other income	137.94	2.43%	27.53	0.65%	42.10	2.78%
Total income (I)	5,682.05	100.00%	4,254.29	100.00%	1,515.54	100.00%
II. Expenses
Cost of service	3,886.45	68.40%	2,924.01	68.73%	962.86	63.53%
Purchases of traded goods	3.13	0.06%	47.20	1.11%	29.83	1.97%
Changes in inventories	0.89	0.02%	(3.02)	-0.07%	-	0.00%
Employee benefits expense	572.50	10.08%	423.28	9.95%	211.29	13.94%
Finance cost	27.30	0.48%	22.36	0.53%	12.66	0.84%
Depreciation and amortization expense	187.10	3.29%	119.53	2.81%	80.06	5.28%
Other expense	181.51	3.19%	138.02	3.24%	88.95	5.87%
Total expenses (II)	4,858.88	85.51%	3,671.38	86.30%	1,385.65	91.43%

 

Particulars	For the year ended March 31
	2024		2023		2022
	In Rs. million	As a percentage of total Income	In Rs. million	As a percentage of total Income	In Rs. million	As a percentage of total Income
Restated Profit before tax (I-II)	823.17	14.49%	582.91	13.70%	129.89	8.57%
IV. Tax expenses:
Current tax	193.40	3.40%	145.83	3.43%	28.16	1.86%
Tax relating to earlier years	0.01	0.00%	0.06	0.00%	0.03	0.00%
Deferred tax charge	4.45	0.08%	1.11	0.03%	2.99	0.20%
Total tax expenses for the period/ year (IV)	197.86	3.48%	147.00	3.46%	31.18	2.06%
V. Profit / (loss) after tax for the period/ year (III- IV)	625.31	11.01%	435.91	10.25%	98.71	6.51%

FISCAL 2024 COMPARED TO FISCAL 2023

Total Income

Total income increased by 33.56% from Rs. 4,254.29 million in Fiscal 2023 to Rs. 5,682.05 million in Fiscal 2024 primarily due to increase in the volume of business operations of our Company. The total income is bifurcated into revenue from operations and other income.

Revenue from operations

Revenue from operations increased by 31.17% from Rs. 4,226.76 million in Fiscal 2023 to Rs. 5,544.11 million in Fiscal 2024 primarily due increase in demand for our services specifically in the ETS segment. Our ETS segment has grown significantly by 55.69% from Rs. 1,948.13 million in Fiscal 2023 to Rs.3,032.96 million in Fiscal 2024, on account of increased number of clients and increased revenue from existing clients.

Other income

Other income increased by 401.05% from Rs. 27.53 million in Fiscal 2023 to Rs. 137.94 million in Fiscal 2024 primarily due to an increase in interest income from Rs. 9.92 million in Fiscal 2023 to Rs. 11.94 million in Fiscal 2024 and increase in profit on sale of property, plant and equipment from Rs. 3.08 million in Fiscal 2023 to Rs. 23.73 million in Fiscal 2024.

Expenses

Total expenses increased by 32.34% from Rs. 3,671.38 million in Fiscal 2023 to Rs. 4,858.88 million in Fiscal 2024 primarily due to increase in operating expenses/cost of services, employee benefit expenses, administrative and depreciation and amortisation expenses.

Cost of service

Cost of services increased by 32.92% from Rs. 2,924.01 million in Fiscal 2023 to Rs. 3,886.45 million in Fiscal 2024 primarily due to increased payouts to car hire vendors on account of increase in business operations of our Company.

Purchases of traded goods

Purchases of traded goods decreased by 93.37% from Rs. 47.20 million in Fiscal 2023 to Rs. 3.13 million in Fiscal 2024 primarily due to decrease in revenue from traded goods.

Change in inventories

Change in inventories increased from Rs. (3.02) million in Fiscal 2023 to Rs. 0.89 million in Fiscal 2024 due to stocking up of inventories in Fiscal 2024.

Employee benefit expense

Employee benefit expenses decreased by 32.25 % from Rs. 423.28 million in Fiscal 2023 to Rs. 572.50 million in Fiscal 2024 primarily due to increase in manpower and annual increments.

Finance costs

Finance costs increased by 22.09% from Rs. 22.36 million in Fiscal 2023 to Rs. 27.30 million in Fiscal 2024 primarily due to purchase of new vehicles on auto loan in Fiscal 2024.

Depreciation and amortisation expense

Depreciation and amortisation expenses increased by 56.53% from Rs. 119.53 million in Fiscal 2023 to Rs. 187.10 million in Fiscal 2024 primarily due to an increase in investment in vehicles, computers and furniture and fixture.

Other expenses

Other expenses increased by 31.51% from Rs. 138.02 million in Fiscal 2023 to Rs. 181.51 million in Fiscal 2024 due to increase in travelling and conveyance expenses by 42.87% from Rs. 12.90 million in Fiscal 2023 to Rs. 18.43 million in Fiscal 2024; increase in audit fee by 77.27% from Rs. 2.20 million in Fiscal 2023 to Rs. 3.90 million in Fiscal 2024; increase in advertisement expenses by 57.28% from Rs. 0.85 million in Fiscal 2023 to Rs. 1.34 million in Fiscal 2024; increase in communication expenses by 26.27% from Rs. 6.15 million in Fiscal 2023 to Rs. 7.77 million in Fiscal 2024; increase in office and housekeeping expenses by 47.02% from Rs. 4.81 million in Fiscal 2023 to Rs. 7.07 million in Fiscal 2024; increase in payment gateway charges by 18.64% from Rs. 8.24 million in Fiscal 2023 to Rs. 9.78 million in Fiscal 2024; increase in printing and stationary by 57.91% from Rs. 2.77 milli on in Fiscal 2023 to Rs. 4.37 million in Fiscal 2024; increase in office rent expenses by 16.44% from Rs. 8.84 million in Fiscal 202 3 to Rs. 10.30 million in Fiscal 2024; increase in office repair and maintenance by 3.53% from Rs. 5.68 million in Fiscal 2023 to Rs. 5.88 million in Fiscal 2024; electricity and water expenses by 55.79% from Rs. 3.20 million in Fiscal 2023 to Rs. 4.99 million in Fiscal 2024; increase in legal and professional charges by 2.30% from Rs. 6.41 million in Fiscal 2023 to Rs. 6.55 million in Fiscal 2024; increase in security services charges by 24.03% from Rs. 2.27 million in Fiscal 2023 to Rs. 2.81 million in Fiscal 2024; increase in software expenses by 43.86% from Rs. 9.87 million in Fiscal 2023 to Rs. 14.20 million in Fiscal 2024; increase in miscellaneous expenses by 37.10% from Rs. 17.48 million in Fiscal 2023 to Rs. 23.97 million in Fiscal 2024; increase in telephone expenses by 9.04% from Rs. 0.02 million in Fiscal 2023 to Rs. 0.02 in Fiscal 2024; increase in rates and taxes from Rs. 0.00 million in Fiscal 2023 to Rs. 0.12 million in Fiscal 2024 and increase in CSR expenditure by 834.50% from Rs. 0.44 million in Fiscal 2023 to Rs. 4.09 million in Fiscal 2024.

The aforementioned increase was partially offset primarily by a decrease in uniform and laundry expenditure by 5.68% from Rs. 6.95 million in Fiscal 2023 to Rs. 6.56 million in Fiscal 2024; decrease in insurance expenses by 72.28% from Rs. 3.49 million in Fiscal 2023 to Rs. 0.97 million in Fiscal 2024; decrease in provision for doubtful debts by 13.14% from Rs. 3.82 million in Fiscal

2023 to Rs. 3.32 million in Fiscal 2024 and decrease in bank charges by 52.46% from Rs. 1.29 million in Fiscal 2023 to Rs. 0.61 million in Fiscal 2024.

Restated Profit before tax

Our profit before tax increased by 41.22 % from Rs. 582.91 million in Fiscal 2023 to Rs. 823.17 million in Fiscal 2024 primarily due to the increase in total income and the reasons provided above and increase in total income.

Tax Expense

Total tax expense (current and deferred) increased by 34.60% from Rs. 147.00 million in Fiscal 2023 to Rs. 197.86 million in Fiscal 2024 primarily due to increase in total income.

Restated Profit for the year

For the reasons provided above our restated Profit for the year increased by 43.45 % from Rs. 435.91 million in Fiscal 2023 to Rs. 625.31 million in Fiscal 2024.

Borrowings (Current and Non-Current)

Borrowings decreased by 34.09% from Rs. 329.53 million in Fiscal 2023 to Rs. 217.18 million in Fiscal 2024. This decrease was primarily driven by the repayment of bank loans taken in the previous year to expand our fleet.

Trade Receivables

Trade receivables increased by 8.77% from Rs. 653.27 million in Fiscal 2023 to Rs. 710.58 million in Fiscal 2024. This increase is primarily on account of increased revenue from operations by 31.17% in Fiscal 2024. The lower proportionate increase in trade receivables implies that the Company is able to manage their debtors in an efficient way.

Trade Payables

Trade payables increased by 30.34% from Rs. 451.76 million in Fiscal 2023 to Rs. 588.82 million in Fiscal 2024. This increase is primarily due to the expansion of our business and consequently the cost of services which increase by 32.92% in the previous year.

FISCAL 2023 COMPARED TO FISCAL 2022 Total Income

Total income increased by 180.71% from Rs. 1,515.54 million in Fiscal 2022 to Rs. 4,254.29 million in Fiscal 2023 primarily due to increase in the volume of business operations of our Company. The total income is bifurcated into revenue from operations and other income.

Revenue from operations

Revenue from operations increased by 186.86 % from Rs. 1,473.44 million in Fiscal 2022 to Rs. 4,226.76 million in Fiscal 2023 primarily due increase in demand for our services. The Covid-19 pandemic impacted the travel and tourism industry and the passenger mobility business. During Fiscal 2023, there was post Covid-19 pandemic positive impact from:

• Return to office of people earlier working from home leading to high use of ETS;

• Higher business travel of business executives leading to high usage of CCR;

• Surge in leisure travel once the restrictions in connection with the Covid-19 pandemic were lifted;

• Acquisition of new customers and revival of old customers; and

• Expansion of operational footprint, by entering new markets or expanding services in existing ones.

Other income

Other income decreased by 34.61% from Rs. 42.10 million in Fiscal 2022 to Rs. 27.53 million in Fiscal 2023 primarily due to reduction in amount of sundry creditors balance written back during Fiscal 2022 by Rs. 9.77 million and income booked on account SEIS (Service exports from India Scheme) license was Rs. 2.24 million in Fiscal 2022 while it was Nil in Fiscal 2023.

Expenses

Total expenses increased by 164.96% from Rs. 1,385.65 million in Fiscal 2022 to Rs. 3,671.38 million in Fiscal 2023 primarily due to increase in operating expenses/cost of services, employee benefit expenses, administrative and depreciation and amortisation expenses.

Cost of service

Cost of services increased by 203.68% from Rs. 962.86 million in Fiscal 2022 to Rs. 2,924.01 million in Fiscal 2023 primarily due to increased payouts to car hire vendors on account of increase in business operations of our Company.

Purchases of traded goods

Purchases of traded goods increased by 58.23% from Rs. 29.83 million in Fiscal 2022 to Rs. 47.20 million in Fiscal 2023 primarily due to increase in revenue from traded goods from Rs. 37.84 million to Rs. 53.07 million.

Change in inventories

Change in inventories decreased from Rs. Nil million in Fiscal 2022 to Rs. (3.02) million in Fiscal 2023 due to no stock as on March 31, 2022.

Employee benefit expense

Employee benefit expenses increased by 100.33% from Rs. 211.29 million in Fiscal 2022 to Rs. 423.28 million in Fiscal 2023 primarily due to increase in manpower. During the Covid-19 pandemic, there was sharp reduction in manpower. Once the global economy recovered from the Covid-19 pandemic, our Company increased the manpower to manage the increase in business by approximately 181%.

One notable aspect contributing to profitability is the controlled increase in employee cost relative to the rise in revenue. This positive trend suggests effective cost control measures within the workforce, further enhancing the Companys overall profitability.

Finance costs

Finance costs increased by 76.62% from Rs.12.66 million in Fiscal 2022 to Rs.22.36 million in Fiscal 2023 primarily due to purchase of new vehicles on auto loan in Fiscal 2023.

Depreciation and amortisation expense

Depreciation and amortisation expenses increased by 49.30% from t80.06 million in Fiscal 2022 to Rs.119.53 million in Fiscal 2023 primarily due to an increase in investment in vehicles, computers and furniture and fixture.

Other expenses

Other expenses increased by 55.17% from Rs.88.95 million in Fiscal 2022 to Rs.138.02 million in Fiscal 2023 due to increase in travelling and conveyance expenses by 247.71% from Rs.3.71 million in Fiscal 2022 to Rs.12.90 million in Fiscal 2023; increase in audit fee by 80.33% from Rs.1.22 million in Fiscal 2022 to Rs.2.20 million in Fiscal 2023; increase in advertis ement expenses by 34.92% from Rs.0.63 million in Fiscal 2022 to Rs.0.85 million in Fiscal 2023; increase in communication expenses by 69.89% from Rs.3.62 million in Fiscal 2022 to Rs.6.15 million in Fiscal 2023; increase in office and housekeeping expenses by 50.78% from Rs.3.19 million in Fiscal 2022 to Rs.4.81 million in Fiscal 2023; increase in payment gateway charges by 72.38% from Rs.4.78 million in Fiscal 2022 to Rs.8.24 million in Fiscal 2023; increase in printing and stationary by 154.13% from Rs.1.09 mill ion in Fiscal 2022 to Rs.2.77 million in Fiscal 2023; increase in office rent expenses by 22.27% from Rs.7.23 million in Fiscal 202 2 to Rs.8.84 million in Fiscal 2023; increase in office repair and maintenance by 149.12% from Rs.2.28 million in Fiscal 2022 to Rs.5.68 million in Fiscal 2023; increase in uniforms and laundry expenses by 348.39% from Rs.1.55 million in Fiscal 2022 to Rs.6.9 5 million in Fiscal 2023; electricity and water expenses by 130.22% from Rs.1.39 million in Fiscal 2022 to Rs.3.20 million in Fiscal 2023; increase in GST input expensed off by 63.38% from Rs.18.57 million in Fiscal 2022 to Rs.30.34 million in Fiscal 2023; increase in bank charges by 975.00% from Rs.0.12 million in Fiscal 2022 to Rs.1.29 million in Fiscal 2023; increase in legal an d professional charges by 17.83% from Rs.5.44 million in Fiscal 2022 to Rs.6.41 million in Fiscal 2023; increase in security services charges by 19.47% from Rs.1.90 million in Fiscal 2022 to Rs.2.27 million in Fiscal 2023; increase in software expenses by 5.00% from Rs.9.40 million in Fiscal 2022 to Rs.9.87 million in Fiscal 2023 and increase in miscellaneous expenses by 16.38% from Rs.15.02 million in Fiscal 2022 to Rs.17.48 million in Fiscal 2023. The aforementioned increase was partially offset primarily by a decrease in CSR expenditure by 38.89% from Rs.0.72 million in Fiscal 2022 to Rs.0.44 million in Fiscal 2023 and decrease in insurance expenses by 18.08% from Rs.4.26 million in Fiscal 2022 to Rs.3.49 million in Fiscal 2023.

Restated Profit before tax

Our profit before tax increased by 348.77% from Rs.129.89 million in Fiscal 2022 to Rs.582.91 million in Fiscal 2023 primarily due to the increase in total income and the reasons provided above and increase in total income.

Tax Expense

Total tax expense (current and deferred) increased by 371.46% from Rs.31.18 million in Fiscal 2022 to Rs.147.00 million in Fisc al 2023 primarily due to increase in total income.

Restated Profit for the year

For the reasons provided above our restated Profit for the year increased by 341.61% from Rs.98.71 million in Fiscal 2022 to Rs.435.91 million in Fiscal 2023. The combination of increased revenue with an asset light model, improved fund utilization, and controlled employee costs has collectively led to enhanced profit margins and free cash flows.

Borrowings (Current and Non-Current)

Borrowings increased significantly by 887.47%, rising from t33.37 million in Fiscal 2022 to t329.52 million in Fiscal 2023. This substantial rise was primarily due to bank loans taken, which were chiefly vehicle loans and loans repayable on demand. Vehicle loans grew from t33.37 million in Fiscal 2022 to t238.13 million in Fiscal 2023, these loans were utilized to finance the acquisition of new vehicles into our fleet. Additionally, loans repayable on demand increased from NIL in Fiscal 2022 to t91.39 million in Fiscal 2023, these loans were taken to enhance the companys working capital.

Trade Receivables

Trade receivables increased by 205.68% from Rs.213.71 million in Fiscal 2022 to Rs.653.27 million in Fiscal 2023. This increase can be attributed to a 186.86% rise in our revenue from operations post Covid-19.

Trade Payables

Trade payables increased by 111.83% from Rs. 213.27 million in Fiscal 2022 to Rs. 451.76 million in Fiscal 2023. This increase is primarily due to the expansion of our business over the past year. The rise in payables reflects our strategic growth post Covid- 19 and the scaling of our operations. As we expanded, the cost of services also increased by 203.68%, leading to higher vendor payments and, consequently, a rise in trade payables.

LIQUIDITY AND CAPITAL RESOURCES

Capital Requirements

Our principal capital requirements are for purchase of motor vehicles, software developments, office equipment, furniture and fixtures, computers and peripherals. Our principal source of funding has been and is expected to continue to be cash generated from our operations and supplemented by borrowings from banks and financial institutions and optimization of operating working capital. For Fiscal 2024, Fiscal 2023 and Fiscal 2022, we met our funding requirements, including satisfaction of debt obligations, capital expenditure, investments, other working capital requirements and other cash outlays, principally with funds generated from operations, optimization of operating working capital with the balance met from external borrowings.

Liquidity

Our liquidity requirements arise principally for our operating activities, repayment of borrowings and debt service obligations. Historically, our principal sources of funding have included cash from operations, short-term and long-term borrowings from financial institutions, cash and cash equivalents.

Cash

Our anticipated cash flows are dependent on various factors that are beyond our control. See "Risk Factors beginning on page 24. The following table sets forth certain information relating to our cash flows for Fiscal 2024, 2023 and 2022:

Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023	For the year ended March 31, 2022
		(in Rs. million)
Net cash flows from operating activities	671.36	163.27	216.78
Net cash flows (used) in investing activities	(542.49)	(467.44)	(75.75)
Net cash flows from/ (used) in financing activities	(107.63)	178.79	(130.07)
Net increase/ (decrease) in cash and cash equivalents	21.24	(125.39)	10.96
Cash and cash equivalents at the end of the year end	(24.71)	(45.95)	79.44

Cash Flows from Operating Activities

Fiscal 2024

We generated Rs. 671.36 million net cash from operating activities during Fiscal 2024. Restated Profit before tax for Fiscal 2023 was Rs.823.17 million. Our adjustments to reconcile profit before tax to operating profit before working capital changes was Rs. 80.87 million, it primarily consisted of depreciation and amortization expenses of Rs. 187.10 million, and finance cost of Rs. 27.30 million. This was partially offset by profit on sale of non-current investments of Rs. 48.32 million and gain on financial instruments measured at FVTPL of Rs. 40.27 million.

Our adjustments for working capital changes for Fiscal 2024 was Rs. 14.62 million. This was majorly due to an increase in trade receivables of Rs. 120.06 million and increase in other financial assets of Rs. 45.09 million; increase in provisions/other financials liability by Rs. 11.14 million and decrease in other liabilities of Rs. 7.83 million. This was partially offset by an increase in trade payables of Rs. 135.75 million, decrease in other assets of Rs. 10.58 million, decrease in inventories of Rs. 0.89 million.

Fiscal 2023

We generated Rs.163.27 million net cash from operating activities during Fiscal 2023. Restated Profit before tax for Fiscal 2023 was Rs.582.91 million. Our adjustments to reconcile profit before tax to operating profit before working capital changes was Rs. 118.84 million, it primarily consisted of depreciation and amortization expenses of Rs. 119.53 million, finance cost of Rs. 22.36 million and adjustment for unrealized loss on financial instruments of Rs. 13.58 million. This was partially offset by interest income of Rs. 9.92 million and profit on sale of investment of Rs. 24.67 million.

Our adjustments for working capital changes for Fiscal 2023 was of Rs. 445.9 3 million. This was partially offset by increase in trade receivables of Rs. 702.51 million and increase in other assets of Rs. 131.18 million; increase in provisions/other financia ls liability by Rs. 109.51 million; increase in other liabilities by Rs. 34.43 million and increase in trade payables by Rs. 240.94 million and decrease in other financial assets by Rs. 5.90 million.

Fiscal 2022

We generated Rs. 216.78 million net cash from operating activities during Fiscal 2022. Restated Profit before tax for Fiscal 2022 was Rs. 129.89 million. Our adjustments to reconcile profit before tax to operating profit before working capital changes was Rs. 56.63 million, it primarily consisted of depreciation and amortization expenses of Rs. 80.06 million and finance cost of Rs. 12.66 million. This was partially offset by adjustment for unrealized gains on financial instruments measured at FVTPL of Rs. 9.78 million; profit on sale of investment of Rs. 1.18 million; balance written back of Rs. 12.26 million and interest income of Rs. 9.25 million.

Our adjustments for working capital changes for Fiscal 2022 was Rs. 5.13 million. This was partially offset by increase in trad e receivables by Rs. 84.41 million and increase in other financial assets of Rs. 4.96 million. increase in provisions/other financials liability by Rs. 12.67 million; increase in other liabilities by Rs. 10.23 million and increase in trade payables by Rs. 54.17 million and decrease in other assets by Rs. 7.17 million.

Cash Flow used in Investing Activities

Fiscal 2024

Net cash used in investing activities was Rs. 542.49 million in Fiscal 2024, primarily due to payment for acquisition of property, plant and equipment and intangible under development of Rs. 234.82 million, and investment in mutual funds of Rs. 436.31 million. This was partially offset by proceeds from sale of property, plant and equipment (including assets held for sale) of Rs. 41.64 million and proceeds from sale of investment property of Rs. 59.5 million.

Fiscal 2023

Net cash used in investing activities was Rs.467.44 million in Fiscal 2023, primarily due to payment for acquisition of property, plant and equipment and intangible under development of Rs. 332.18 million; investment in mutual funds and quoted equity share of Rs.104.93 million; investment in term deposit of Rs. 41.39 million. This was partially offset by proceeds from sale of property, plant and equipment (including assets held for sale) of Rs. 10.35 million and proceeds from interest of Rs. 6.73 million.

Fiscal 2022

Net cash used in investing activities was Rs. 75.75 million in Fiscal 2022, primarily due to payment for acquisition of property, plant and equipment and intangible under development of Rs. 11.29 million; investment in mutual funds of Rs. 60.56 million and investment in quoted and unquoted equity share of Rs. 19.56 million. This was partially offset by proceeds from sale of property, plant and equipment (including assets held for sale) of Rs. 11.04 million and proceeds from term deposit of Rs.0.38 million and interest of Rs. 3.95 million.

Cash Flow from/used in Financing Activities

Fiscal 2024

Net cash used in financing activities was Rs. 107.63 million in Fiscal 2024, primarily on account repayment of long term borrowings aggregating Rs. 103.02 million, payment of lease liabilities of Rs. 10.71 million, interest paid of Rs. 27.73 million which was partially offset by proceeds from long term borrowing of Rs. 33.83 million.

Fiscal 2023

Net cash generated in financing activities was Rs. 178.79 million in Fiscal 2023, primarily on account proceeds from long term borrowings aggregating to Rs. 286.30 million which was partially offset by repayment of long term borrowing of Rs. 81.52 million, repayment of leased liabilities Rs. 4.64 million and interest paid of Rs. 21.35 million.

Fiscal 2022

Net cash used in financing activities was Rs. 130.07 million in Fiscal 2022, primarily on account of repayment of long term borrowing of Rs. 115.28 million, repayment of leased liabilities of Rs. 1.46 million and interest paid of Rs. 13.33million.

FINANCIAL INDEBTEDNESS

As of March 31, 2024 we had total borrowings of Rs. 217.18 million. Our total borrowing to equity ratio was 0.12 times as of March 31, 2024. For further information on our indebtedness, see "Financial Indebtedness" on page 252.

The following table sets forth certain information relating to our outstanding indebtedness as of March 31, 2024:

Particulars	As at March 31, 2024 (INR in millions)
Non-current (Valued at an amortised cost)
Secured
Vehicle Loan
a. From banks	131.77
b. From others	37.18
Less: current maturities of long-term borrowings	(109.16)
Total	59.79
Current (Valued at an amortised cost)
Secured
Loans Repayable on demand
From banks	48.23
Unsecured
Loans repayable on demand
From banks	-
Add: current maturities of long-term borrowings	109.16
Total	157.39

CONTINGENT LIABILITIES

As of Fiscal 2024, Fiscal 2023 and Fiscal 2022 our contingent liabilities as per Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets, that have not been provided was Nil. The Company has not provided for any amount relating to traffic challans on its vehicles run by Companys drivers as the challans post either settlement in the L ok Adalat or otherwise are recoverable from the respective drivers or contractors from the amounts due to them on account of salaries or otherwise.

OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that we believe are material to investors.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

The following table sets forth certain information relating to future payments due under known contractual commitments as of March 31, 2024, March 31, 2023 and March 31, 2022, aggregated by type of contractual obligation:

						(in < million)
Particulars	On demand	<less than 1 year	1 to 3 years	3-5 years	More than- 5 years	Total
As at March 31, 2024
Borrowings	48.23	109.16	59.79	-	-	217.18
Lease liability	-	18.49	32.82	28.49	21.09	100.89
Trade payables	-	588.82	-	-	-	588.82
Other financial liabilities (Current)	-	192.50	-	-	-	192.50
	48.23	908.97	92.61	28.49	21.09	1,099.39

 

						(in Rs. million)
Particulars	On demand	<less than 1 year	1 to 3 years	3-5 years	More than- 5 years	Total
As at March 31, 2023
Borrowings	91.39	91.41	146.72	-	-	329.52
Lease liability	-	11.08	14.56	15.18	29.98	70.80
Trade payables	-	451.76	-	-	-	451.76
Other financial liabilities (Current)	-	193.11	-	-	-	193.11
	91.39	747.36	161.28	15.18	29.98	1,045.19

 

Particulars	On demand	<less than 1 year	1 to 3 years	3-5 years	More than- 5 years	Total
As at March 31, 2022
Borrowings	-	32.62	0.75	-	-	33.37
Lease liability	-	3.75	3.91	-	-	7 .66
Trade payables	-	213.27	-	-	-	2 13.27
Other financial liabilities (Current)	-	91.74	-	-	-	9 1.74
	-	341.38	4.66	-	-	346.04

CAPITAL COMMITTMENT

The table below sets forth our capital commitments as of March 31, 2024, March 31, 2023 and March 31, 2022:

			(in Rs. million)
Particulars	As of March 31, 2024	As of March 31, 2023	As of March 31, 2022
For purchase of motor vehicles	Nil	23.77	15.82

RELATED PARTY TRANSACTIONS

We enter into various transactions with related parties in the ordinary course of business. These transactions principally include loan given to the subsidiaries, interest on loan, sale of services, commission, customer referral fees, business support, reimbursement of expenses, Director remuneration and rent. For further information relating to our related party transactions,

see "Other Financial Information - Related Party Transactions" on page 250.

The table below sets forth the total related party transactions in Fiscal 2024, Fiscal 2023 and Fiscal 2022:

			(in Rs. million)
Particulars	Fiscal 2024	Fiscal 2023	Fiscal 2022
Absolute sum of all Related Party Transactions*	377.21	270.16	136.81
Revenue from Operations	5,544.11	4,226.76	1,473.44
Absolute sum of all Related Party Transactions* as a Percentage of Revenue from Operations	6.80%	6.39%	9.29%

* Including debits, credits and balance sheet transactions without netting off

CAPITAL EXPENDITURE

Our capital expenditure (i.e., payments for acquisition of property, plant and equipment and intangible assets (including intangible assets under development) was Rs. 234.82 million, ^332.18 million and Rs.11.29 million for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively.

The following table sets forth the net block of our capital assets:

			(in Rs. million)
Particulars	Fiscal 2024	Fiscal 2023	Fiscal 2022
Property, plant and equipment	381.69	316.37	126.17
Intangible assets	-	0.14	1.43
Intangible assets under development	8.00	0.80	-

AUDITORS OBSERVATIONS

There are no qualifications, reservations, and adverse remarks by our Statutory Auditors in our Restated Consolidated Financial Statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have exposure to the following risks: market risk, credit risk and liquidity risk. Our Board of Directors oversee the management of these risks and also ensure that financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with our policies and risk objectives

Credit Risk

Credit risk arises when a counterparty defaults on its contractual obligations to pay resulting in financial loss to the Company. The Group is exposed to credit risk from its operating activities, primarily trade receivables. The credit risks in respect of deposits with the banks, foreign exchange transactions and other financial instruments are only nominal. The customer credit risk is managed subject to the Companys established policy, procedure and controls relating to customer credit risk management. In order to contain the business risk, prior to acceptance of an order from a customer, the creditworthiness of the customer is ensured through scrutiny of its financials, if required, market reports and reference checks. The Company remains vigilant and regularly assesses the financial position of customers during execution of contracts with a view to limit risks of delays and default. Further, in most of the cases, the Company normally allow credit period of 30-45 days to all customers which vary from customer to customer.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. The Company uses liquidity forecast tools to manage its liquidity. The Company is able to organise liquidity through own funds and through current borrowings. The Company has good relationship with its lenders, as a result of which it does not experience any difficulty in arranging funds from its lenders.

Market Risk

We are exposed to various types of market risks during the normal course of business. Market risk is the risk that fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of currency rate risk, interest rate risk and other price risk, such as equity price risk and commodity price risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Borrowings availed by the Company are subject to interest on fixed rates as these are taken only for the purpose to finance the business and inducting new fleet and such borrowings are repayable on demand. The Company is not exposed to interest rate risk as it does not have any financial instruments bearing variable interest rate as at the reporting date. For further information, see "Financial Indebtedness" on page 252.

Inflation Risk

In recent years, India has experienced relatively high rates of inflation. While we believe inflation has not had any material impact on our business and results of operations, inflation generally impacts the overall economy and business environment and hence could affect us.

UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS

Except as described in this Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance.

KNOWN TRENDS OR UNCERTAINTIES

Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in "Managements Discussion and Analysis of Financial Condition and Results of Operations - Significant Factors Affecting our Results of Operations and the uncertainties described in "Risk Factors" on pages 259 and 24, respectively. To our knowledge, except as discussed in this

Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

FUTURE RELATIONSHIP BETWEEN COST AND INCOME

Other than as described in "Risk Factors, "Our Business" and "Managements Discussion and Analysis of Financial Condition and Results of Operations" on pages 24, 134 and 257, respectively, to our knowledge, there are no known factors that may adversely affect our business prospects, results of operations and financial condition.

NEW PRODUCTS OR BUSINESS SEGMENTS

Except as set out in this Red Herring Prospectus in the sections "Our Business" on page 134, we have not announced and do not expect to announce in the near future any new products or business segments.

COMPETITIVE CONDITIONS

We operate in a competitive environment and expect to continue to compete with existing and potential competitors. See "Risk Factors" and "Industry Overview on pages 24 and 107, respectively, for further details on competitive conditions that we face across our various business segments.

SIGNIFICANT DEPENDENCE ON SINGLE OR FEW CUSTOMERS

We do not depend on a limited number of suppliers or customers for our revenues and operations.

SEASONALITY/ CYCLICALITY OF BUSINESS Our business is not seasonal in nature.

MATERIAL DEVELOPMENTS AFTER FISCAL 2024 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS

There have been no significant developments after Fiscal 2024, the date of the last financial statements contained in this Red Herring Prospectus, to the date of filing of this Red Herring Prospectus, which materially and adversely affects, or is likely to affect, our trading or profitability, or the value of our assets, or our ability to pay our liabilities within the next 12 months.